/ Managerial Appointment Checklist · Updated 2026-10-23
Form MR-1 Managerial Personnel Appointment India 2026, MD + WTD + Manager appointment ROC filing.
Form MR-1 is mandatory ROC filing for appointment of Managing Director (MD) / Whole-Time Director (WTD) / Manager under Section 196 + 197 Companies Act 2013. Filed within 60 days of appointment. Includes remuneration disclosure + Schedule V compliance. Here's the complete 2026 Form MR-1 framework.
DC
Written by CA Durgesh Chavda
Chartered Accountant (ICAI) · Founder, Bharat Quantum Prospera · US incorporation, India-US DTAA, FEMA ODI, NRI taxation, cross-border structuring · LinkedIn
/ Form MR-1 core
Who files when.
- Form MR-1: filed by company within 60 days of appointment of MD / WTD / Manager.
- Section 196 Companies Act 2013 + Section 197 (managerial remuneration limits).
- Covers: appointment, re-appointment, variation in terms, remuneration change.
- MCA v3 portal filing.
- Section 450 default penalty for late / non-filing.
/ Section 197 managerial remuneration limits
The ceilings.
- Public company: aggregate remuneration to all directors including MD/WTD/Manager - maximum 11% of net profit (Section 197(1)).
- Specific sub-limits: single MD/WTD max 5% of net profit; multiple MDs/WTDs max 10% aggregate; non-executive directors max 1% (with MD/WTD) or 3% (without).
- Private company: no Section 197 limits (except specific exemptions carved out).
- Loss / inadequate profit: Schedule V Part II provisions apply with specific slab-wise maximum.
- Shareholder special resolution required for exceeding Section 197 limits.
/ Schedule V compliance
The specific framework.
- Schedule V Companies Act: part I (eligibility conditions for appointment) + Part II (remuneration ceiling for loss / inadequate profit years).
- Eligibility conditions: minimum age 21 + maximum age 70 (specific special resolution if above 70) + specific qualifications.
- Prohibition on managerial appointment: specific disqualifications (undischarged insolvent, convicted of specific offences, specific IRDA/SEBI debarment).
- Loss / inadequate profit remuneration limit: slab-wise maximum based on effective capital of company.
- Approval sequence: Board → Nomination & Remuneration Committee (if applicable) → Shareholders (if Section 197 limits exceeded or Schedule V applicable).
/ Form MR-1 + related compliances
Integrated.
- Form MR-1: within 60 days of appointment.
- Form DIR-12: appointment of director (within 30 days).
- Form MGT-14: for specific resolutions (Section 179(3) board resolutions for appointment of KMP including MD / CEO / CFO).
- Section 134 Board Report: disclosure of managerial remuneration.
- Section 197 details in financial statements + notes.
- Separate CSR Committee / Audit Committee / Nomination & Remuneration Committee if applicable.
Last updated: 2026-10-23.
/ Ready when you are
MD / WTD / Manager appointment or remuneration change?
Form MR-1 + Section 197 + Schedule V + related filings. BQP integrated engagement for managerial appointments.
FAQ
Common questions, answered.
When is Form MR-1 due?
Within 60 days of appointment of MD / WTD / Manager. Also for re-appointment, variation in terms, remuneration change. Section 196 Companies Act 2013 + Section 197 managerial remuneration limits.
Does Section 197 limit apply to Pvt Ltd?
No - Section 197 managerial remuneration limits (11% of net profit, etc.) apply only to public companies. Private companies are exempt from Section 197 limits (except specific carved-out scenarios). But Form MR-1 filing is still mandatory for private company MD/WTD/Manager appointment.
What's Schedule V compliance?
Companies Act Schedule V: Part I (eligibility conditions - age 21-70, qualifications, no specific disqualification) + Part II (remuneration ceiling for loss / inadequate profit years - slab-wise maximum based on effective capital). Applicable to public companies in loss years + specific private company scenarios.
Does BQP handle Form MR-1 + related compliance?
Yes - integrated. MD/WTD/Manager appointment advisory + Section 197 limits analysis + Schedule V compliance + Form MR-1 + DIR-12 + MGT-14 (if applicable) + Board Report disclosure + ongoing managerial remuneration tracking. Standard for mid-size + large companies. WhatsApp +91 78018 87130.
Related reading